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EXHIBIT 5.1
August 22, 2000.
Maxcom Telecomunicaciones, S.A. de C.V.
Magdalena No. 211
Col. del Valle
3100 Mexico, D.F.
Mexico
Re: Maxcom Telecomunicaciones, S.A. de C.V.
Registration Statement No. 333-11910
Gentlemen:
We have acted as special Mexican counsel to Maxcom Telecomunicaciones,
S.A. de C.V. ("Maxcom") and Corporativo en Telecomunicaciones, S.A. de C.V., and
in such capacity have reviewed the above referred Registration Statement (the
"Registration Statement"), and the forms of agreements filed as Exhibits thereto
(the "Agreements"), pursuant to which Maxcom proposes to exchange up to
U.S.$300,000,000 aggregate principal amount of its 13 3/4 % Series B Senior
Notes due 2007 (the "New Notes") for a like principal amount of its 13 3/4 %
Senior Notes due 2007 (the "Old Notes").
In such examination, we have assumed (i) the genuineness of all
signatures and (ii) the authenticity of all documents submitted to us as
originals the conformity to original documents of documents submitted to us as
forms or certified or photostatic copies and the authenticity of the originals
of such latter documents.
It is our opinion that under and with respect to the present laws of the
United Mexican States, the New Notes have been duly authorized and, when
executed and delivered by Maxcom and countersigned by The Bank of New York, as
Trustee, pursuant to the Indenture dated as of March 17, 2000, and delivered to
and exchanged for the Old Notes by the holders as contemplated by the
Registration Statement, will constitute valid and legally binding direct,
general and unconditional obligations of Maxcom, enforceable in accordance with
their terms, subject to bankruptcy, suspension of payments (suspension de
pagos), insolvency, reorganization, moratorium, or similar laws now or hereafter
in effect affecting the enforcement of creditor's rights generally.
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In acting as special Mexican counsel to Maxcom in connection with the
issuance of the Old Notes, we rendered an opinion dated March 17, 2000. The
foregoing opinion is subject to the same qualifications and assumptions made in
our opinion referred to in this paragraph.
We hereby consent to the filing of this opinion with the Registration
Statement and to the reference to ourselves under the caption "Business -
Enforceability of civil liabilities against foreign persons", "Mexican Taxation"
and "Legal Matters" in the Registration Statement.
Very truly yours,
/s/Santamarina y Steta, S.C.
Santamarina y Steta, S.C.
Mexican counsel to Maxcom Telecomunicaciones,
S.A. de C.V. and Corporativo en
Telecomunicaciones, S.A. de C.V.
